Text-study
III. Learn the following words and their definitions:
Breach of contract: a legally inexcusable failure to perform a contractual obligation
Commit (here): bind or obligate
Contract: an agreement between two or more people enforceable in a court law
Damages: the award of money assessed to compensate for financial loss to the injured party in a lawsuit
Execute a contract: to fulfill all of the terms of a contract
Executory contract: the contract which still has some provisions to be complied with
Express contract: the contract which has all of its provisions agreed upon by the parties
Implied contract: the contract created by the behaviour of the parties
Lease: an agreement by which the owner of real estate rents and permits it to be used by a tenant
Void: means “without any legal or effectual force to bind”
IV. Answer the following questions:
1. What kind of contracts are our daily acts based on?
2. What is a contract in terms of law?
3. What obligations and rights are created by different types of contracts?
V. Translate from English into Russian:
Arrangement made by two or more persons; promise, duty or condition that indicates what action ought to be taken; to get up; one of the persons or sides in a legal agreement or dispute; piece of business; to bring upon oneself; to gain by one’s own efforts; something one may do or have by law, special favour on benefit; breaking or neglect of a rule, duty, agreement, etc.; inability to do something.
VI. Translate from Russian into English:
Правовое обязательство; заключать соглашения; имеющий исковую силу; участники сделки; брать на себя обязательства; заключать контракт; приобретать права; выполнять обещание; право на возмещение; взаимные обещания; нарушение договора; контракт, условия которого выполнены обеими сторонами; ничтожный и не имеющий юридической силы; избегать ответственности; контракт, выполнение которого не завершено или близко к завершению; недействительный договор; несовершеннолетний; подробно излагать; договор страхования.
VII. Translate the words in brackets and complete the following sentences. While choosing the words you may consult the text
1. Making a contract we … . (принимаем на себя финансовые обязательства).
2. Both parties to a contract have the right … . (требовать его выполнения).
3. To be a party to a contract means not only … but also … . (приобретать права, брать на себя обязательства).
4. … the particular relationship of the parties, … they have no actual agreement, they may have legal obligations under an implied contract. (из-за; несмотря на то, что).
5. … a person legally under age may … on his contract. (при определенных обстоятельствах; отречься).
VIII.
Read and translate the sample of the contract
After talks in Brighton Victor Petrenko has signed the contract between Continental Equipment and TST Systems for the supply of processing equipment. Here are some clauses of this contract.
Brighton, England
April 10, 2012
Continental Equipment Plc, Brighton, England, hereinafter referred to as "the Seller", on the one part, and TST Systems Ltd., Kiev, Ukraine, hereinafter referred to as "the Buyer", on the other part, have concluded the present Contract as follows:
Subject of the Contract
1.1. The Seller has sold and the Buyer has bought the machinery, equipment, materials, and services ("Equipment") as listed in Appendix 1 being an integral part of this Contract.
2. Prices and Total Value of the Contract
2.1. The Total Contract Value is as follows:
Equipment and engineering
FOB U.K. port + documentation £____
Supervision, start-up and training £____
Spare and wear parts £____
Freight £____
Total price CIF Odessa £____
Discount £____
Total Contract Value _____ -
2.2.The prices are understood to be CIF Odessa including cost of packing, marking, loading on board a ship, stowing and fastening the equipment in the hold, and the cost of the materials used for this purpose.
2.3.The prices are firm for the duration of the Contract and shall not be subject to any revision except on account of any mutually agreed changes or modifications to equipment specification and/or quantities listed in Appendix 1 to this Contract.
3. Time of Delivery
3.1. The equipment specified in Appendix 1 of the present Contract is to be delivered within two (2) months from the date of opening the Letter of Credit specified in Clause 4.1 of this Contract.
3.2. The delivery date is understood to be the date of the clean Bill of Lading issued in the name of the Buyer, destination Odessa, Ukraine.
4. Terms of Payment
4.1.Within thirty (30) days from the date of signing this Contract, the Buyer is to open in favour of the Seller an irrevocable confirmed Letter of Credit with City Bank, London, for hundred per cent (100%) of the total contract value. The Letter of Credit is to be valid for three (3) months.
4.2.Payment from this Letter of Credit at the rate of hundred per cent (100%) of the total contract value is to be effected in GB pounds against the following shipping documents:
4.2.1. Original Bill of Lading issued in the name of the Buyer, destination Odessa, Ukraine.
4.2.2.Shipping Specification.
4.2.3.Certificate of Quality.
4.2.4.Certificate of Origin.
4.2.5.Packing List
4.2.6.Insurance Policy.
5. Technical Documentation
5.1. Within five (5) days from the delivery date the Seller shall send two (2) sets of the technical documents as listed in Appendix 2 to the address of the Buyer.
5.2. All instructions on the drawings are to be in English, with all the instructions contained in Items 1,2,3,and 4 of Appendix 2 translated into Russian
6. Guarantee of the Quality of the Equipment.
6.1. The guarantee period is twelve (12) months from the date of the start-up of the equipment, that is reflected in an appropriate. Act signed by the representatives of the Parties to the present Contract, but not more than eighteen (18) months from the date of delivery of the equipment.
6.2. If the equipment proves to be defective or faulty during the guarantee period, the Seller has at its expense at the choice of both Parties either to remedy the defects or to replace the faulty equipment with new equipment of good quality which is to be delivered without delay to the port of delivery.
7. Packing
7.1. The equipment is to be shipped in export sea packing suitable for the type of equipment delivered. Packing should also be suitable for transshipment in transit and reasonable long storage of the equipment.
7.2. Each container is not to exceed the following dimensions: Length = 2,500 mm, width = 2,500 mm, height -2,500
7.3.The Seller is responsible to the Buyer for any damage to the equipment resulting from inadequate packing of the equipment.
8. Marking
8.1. All the containers are to be marked on three (3) sides. Each container should bear the following markings made in indelible paint (in Russian and English):
Contract No.
Seller: Continental Equipment Plc (Address)
Buyer: TST Systems Ltd. (Address)
Railway Station of Destination: Kiev
Container No.:
Gross weight: kg
Net weight: kg
Case dimensions in cm (length x width x height)
8.2. If a case requires special handling it should bear additional marks: "Fragile", "Top" or "This side up", etc.
9. Shipping Instructions and Notifications
9.1. Within twenty-four (24) hours after shipment, the Seller is to Inform the Buyer by fax regarding the date of shipment, the Bill of Lading number, number of containers, their weight, the vessel name,
10. Insurance
10.1. The Seller is to take care of and cover expenses for insurance of the equipment under the Contract from the moment of its dispatch up to the moment of its arrival at the port of Odessa.
11. Sanctions
11.1. In the event of delay in delivery of the equipment the Seller is to pay the Buyer a penalty at the rate of 1.0% of the total contract value for every week of delay. However, the total amount of penalty for delay in delivery is not to exceed 10% of the total contract value.
11.2. While calculating penalty for delay, the amount of days comprising over half of a calendar week is considered to be a full week.
12. Force Majeure
12.1. The Parties are released from their responsibility for partial or complete non-execution of their liabilities under the Contract should this non-execution be caused by the force majeure circumstances including, but not limited to: fire, flood, earthquake, and If these circumstances have had a direct damaging effect on the execution of the present Contract.
12.2. The Party which is unable to fulfil its obligations under this Contract is to inform the other Party within ten (10) days from the beginning of force majeure circumstances.
13.Arbitration
13.1.The Seller and the Buyer will take all possible measures to settle amicably any disputes or differences which may arise out of the present Contract or in connection with it.
13.2.If the Parties do not come to an agreement, all the disputes and differences are to be submitted for Arbitration in Stockholm, Sweden, in accordance with the rules and regulations of the Chamber of Commerce in Stockholm and applying the substantive laws of Sweden.
14. Other Terms
14.1. The Seller upon written consent о (the Buyer shall be permitted to substitute equipment of comparable quality and conforming to the technical requirements for any Item of equipment that may not be available for one reason or another.
14.2.Any changes, amendments or supplements to the terms and conditions of this Contract shall be valid only if set forth in a written document duly signed by authorized representatives of both Parties to the present Contract.
14.3.After the Contract has been signed all the preliminary agreements, discussions and correspondence between the Parties concerning this Contract are to be considered null and void if conflicting with this Contract
14.4. The Contract becomes effective and comes into full force from the date of signing.
15. Legal Address of the Parties
SELLER (ПРОДАВЕЦ): ПОКУПАТЕЛЬ (BUYER):
Continental Equipment Plc TST Systems Ltd
9 North Road P.O. Box 171
Brighton BN1 5JF Kiev 253100
England Ukraine
for and on behalf of the Seller
Alfred Rogers Виктор Петренко
Chairman Коммерческий директор